10/27/2026 | Press release | Distributed by Public on 10/27/2026 16:38
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Preferred Stock | (9) | 10/26/2026 | C | 17,142,578(23) | (9) | (9) | Common Stock | 3,802,108(24) | $ 0 | 0 | I | By Funds(3)(4) | |||
| Series D Preferred Stock | (9) | 10/26/2026 | C | 4,408,091(25) | (9) | (9) | Common Stock | 977,685(26) | $ 0 | 0 | I | By Funds(4)(11) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Venrock Healthcare Capital Partners III, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Co-Investment Holdings III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Venrock Healthcare Capital Partners EG, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management EG, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Venrock Healthcare Capital Partners XP, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management XP, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Koh Bong Y C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Shah Nimish P C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
| Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| Venrock Healthcare Capital Partners XP, L.P., By: VHCP Management XP, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management XP, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| Bong Y. Koh, By: /s/ Sherman G. Souther, Attorney-in-Fact | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| Nimish P. Shah, By: /s/ Sherman G. Souther, Attorney-in-Fact | 10/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Consists of (i) 11,163 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 1,118 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 12,279 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). |
| (2) | The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.00 to $25.99 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| (3) | VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own the shares held by VHCP3 and VHCP Co-3. Bong Koh and Nimish Shah are the voting members of VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM3 and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |
| (4) | VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCP EG and may be deemed to beneficially own the shares held by VHCP EG. Bong Koh and Nimish Shah are the voting members of VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |
| (5) | Consists of (i) 12,898 shares held by VHCP3; (ii) 1,292 shares held by VHCP Co-3; and (iii) 14,189 shares held by VHCP EG. |
| (6) | The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.00 to $26.25 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| (7) | Consists of (i) 24,061 shares held by VHCP3; (ii) 2,410 shares held by VHCP Co-3; and (iii) 26,468 shares held by VHCP EG. |
| (8) | Consists of (i) 828,479 shares held by VHCP3; (ii) 82,885 shares held by VHCP Co-3; (iii) 3,216,639 shares held by VHCP EG; and (iv) 651,790 shares held by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP"). |
| (9) | Each share of Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-0.221793422 basis upon the closing of the Issuer's initial public offering on October 26, 2026 without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock had no expiration date. |
| (10) | Consists of (i) 852,540 shares held by VHCP3; (ii) 85,295 shares held by VHCP Co-3; (iii) 3,243,107 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP. |
| (11) | VHCP Management XP, LLC ("VHCPMXP") is the general partner of VHCP XP and may be deemed to beneficially own the shares held by VHCP XP. Bong Koh and Nimish Shah are the voting members of VHCPMXP and may be deemed to beneficially own these shares. Each of VHCPMXP and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |
| (12) | Consists of (i) 883,750 shares held by VHCP3; (ii) 88,472 shares held by VHCP Co-3; and (iii) 972,222 shares held by VHCP EG. |
| (13) | Consists of (i) 1,736,290 shares held by VHCP3; (ii) 173,767 shares held by VHCP Co-3; (iii) 4,215,329 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP. |
| (14) | Consists of (i) 3,755 shares held by VHCP3; (ii) 376 shares held by VHCP Co-3; and (iii) 4,130 shares held by VHCP EG. |
| (15) | The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.82 to $27.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| (16) | Consists of (i) 1,740,045 shares held by VHCP3; (ii) 174,143 shares held by VHCP Co-3; (iii) 4,219,459 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP. |
| (17) | Consists of (i) 3,967 shares held by VHCP3; (ii) 397 shares held by VHCP Co-3; and (iii) 4,365 shares held by VHCP EG. |
| (18) | The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.28 to $26.27 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| (19) | Consists of (i) 1,744,012 shares held by VHCP3; (ii) 174,540 shares held by VHCP Co-3; (iii) 4,223,824 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP. |
| (20) | Consists of (i) 14,120 shares held by VHCP3; (ii) 1,414 shares held by VHCP Co-3; and (iii) 15,533 shares held by VHCP EG. |
| (21) | The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.28 to $27.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| (22) | Consists of (i) 1,758,132 shares held by VHCP3; (ii) 175,954 shares held by VHCP Co-3; (iii) 4,239,357 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP. |
| (23) | Consists of (i) 3,735,368 shares held by VHCP3; (ii) 373,708 shares held by VHCP Co-3; and (iii) 13,033,502 shares held by VHCP EG. |
| (24) | Consists of (i) 828,479 shares held by VHCP3; (ii) 82,885 shares held by VHCP Co-3; and (iii) 2,890,744 shares held by VHCP EG. |
| (25) | Consists of (i) 1,469,363 shares held by VHCP EG and (ii) 2,938,728 shares held by VHCP XP. |
| (26) | Consists of (i) 325,895 shares held by VHCP EG and (ii) 651,790 shares held by VHCP XP. |